Common use of Completion Fee Clause in Contracts

Completion Fee. (a) With respect to each Participation Certificate that Purchaser elects to purchase hereunder, Purchaser shall pay to Seller a Completion Fee subject to the terms of this Agreement. The Completion Fee shall be payable by Purchaser as provided in subsection (d) below; but in any case, such Completion Fee shall not be payable by Purchaser less than four (4) Business Days after Purchaser’s election to purchase hereunder. Except as otherwise provided in Section 4, and subject to Purchaser’s right of set-off set forth in Section 12, any Completion Fee owed by Purchaser with respect to a Participation Certificate shall be paid by Purchaser to Seller not later than the related Settlement Date. Notwithstanding any provision herein to the contrary, the Completion Fee shall not be owed by Purchaser to Seller if the related Takeout Commitment is not consummated. (b) For purposes of calculating that portion of the Completion Fee composed of the “Net Carry Adjustment”, the Net Carry Adjustment shall be an amount (which may be a negative number) equal to the product obtained by multiplying (i) the number of days in the period beginning on the Purchase Date to but not including the Settlement Date for the Related Mortgage Loans subject to a Participation Certificate and (ii) (A) the difference between (1) the product of the rate of interest to be borne by such Related Mortgage Loans and the aggregate unpaid principal balance of such Related Mortgage Loans and (2) the daily application of the applicable Transaction Rate to the Initial Installment, divided (B) by 360. (c) If a Participation Certificate is purchased by Purchaser in the month prior to the month in which the related Settlement Date occurs, (A) all interest which accrues on the Related Mortgage Loans, on and after the Purchase Date, through the last day of the month prior to the month in which such Settlement Date occurs, shall be paid to Purchaser by Seller, as interim servicer, on a monthly basis on the earlier of (i) the second Business Day of the month following the month such interest accrued or (ii) the related Settlement Date and (B) all interest which accrues on the Related Mortgage Loans evidenced by such Participation Certificate on and after the first day of the month in which such Settlement Date occurs, through the day immediately prior to such Settlement Date, will be paid to Purchaser by Takeout Investor on such Settlement Date unless such Settlement Date occurs after the Cut-off Date of such month in which event Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. If a Participation Certificate is purchased by Purchaser in the same month in which the related Settlement Date occurs, (A) all interest, if any, which accrues on the Related Mortgage Loan(s) from the first day of such month to but not including the related Purchase Date shall be paid by Purchaser to Seller on such Settlement Date, and (B) all interest which accrues on such Related Mortgage Loan(s), on and after the Purchase Date to but not including the Settlement Date will be paid to Purchaser by Takeout Investor on the Settlement Date unless such Settlement Date occurs after the Cut-off Date or in a month in which interest has been prepaid by the Mortgagor in either of which events Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. For purposes of this paragraph all interest payments shall be deemed to accrue at the applicable rate set forth in the related Takeout Commitment. (d) The Completion Fee relating to each Participation Certificate is payable on the later to occur of (x) the date of receipt by Purchaser of the Takeout Purchase Price, and (y) the satisfaction by Seller of its obligations pursuant to this Agreement to effectuate the Takeout Commitment notwithstanding the exercise by Purchaser of any remedial election authorized herein.

Completion Fee. (a) With respect to each Participation Certificate that Purchaser elects to purchase hereunder, Purchaser shall pay to Seller a Completion Fee subject to the terms of this Agreement. The Completion Fee shall be payable by Purchaser as provided in subsection (d) below; but in any case, such Completion Fee shall not be payable by Purchaser less than four (4) Business Days after Purchaser’s election to purchase hereunder. Except as otherwise provided in Section 4, and subject to Purchaser’s right of set-off set forth in Section 12, any Completion Fee owed by Purchaser with respect to a Participation Certificate shall be paid by Purchaser to Seller not later than the related Settlement Date. Notwithstanding any provision herein to the contrary, the Completion Fee shall not be owed by Purchaser to Seller if the related Takeout Commitment is not consummated. (b) For purposes of calculating that portion of the Completion Fee composed of the “Net Carry Adjustment”, the Net Carry Adjustment shall be an amount (which may be a negative number) equal to the product obtained by multiplying (i) the number of days in the period beginning on the Purchase Date to but not including the Settlement Date for the Related Mortgage Loans subject to a Participation Certificate and (ii) (A) the difference between (1) the product of the rate of interest to be borne by such Related Mortgage Loans and the aggregate unpaid principal balance of such Related Mortgage Loans and (2) the daily application of the applicable Transaction Rate to the Initial Installment, divided (B) by 360. (c) If a Participation Certificate is purchased by Purchaser in the month prior to the month in which the related Settlement Date occurs, (A) all interest which accrues on the Related Mortgage Loans, on and after the Purchase Date, through the last day of the month prior to the month in which such Settlement Date occurs, shall be paid to Purchaser by Seller, as interim servicer, on a monthly basis on the earlier of (i) the second Business Day of the month following the month such interest accrued or (ii) the related Settlement Date and (B) all interest which accrues on the Related Mortgage Loans evidenced by such Participation Certificate on and after the first day of the month in which such Settlement Date occurs, through the day immediately prior to such Settlement Date, will be paid to Purchaser by Takeout Investor on such Settlement Date unless such Settlement Date occurs after the Cut-off Date of such month in which event Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. If a Participation Certificate is purchased by Purchaser in the same month in which the related Settlement Date occurs, (A) all interest, if any, which accrues on the Related Mortgage Loan(s) from the first day of such month to but not including the related Purchase Date shall be paid by Purchaser to Seller on such Settlement Date, and (B) all interest which accrues on such Related Mortgage Loan(s), on and after the Purchase Date to but not including - 11 - the Settlement Date will be paid to Purchaser by Takeout Investor on the Settlement Date unless such Settlement Date occurs after the Cut-off Date or in a month in which interest has been prepaid by the Mortgagor in either of which events Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. For purposes of this paragraph all interest payments shall be deemed to accrue at the applicable rate set forth in the related Takeout Commitment. (d) The Completion Fee relating to each Participation Certificate is payable on the later to occur of (x) the date of receipt by Purchaser of the Takeout Purchase Price, and (y) the satisfaction by Seller of its obligations pursuant to this Agreement to effectuate the Takeout Commitment notwithstanding the exercise by Purchaser of any remedial election authorized herein.

Completion Fee. (a) With respect to each Participation Certificate Mortgage Loan Pool that Purchaser elects to purchase hereunder, Purchaser shall pay to Seller a Completion Fee subject to the terms of this AgreementFee. The Completion Fee shall be payable by Purchaser as provided in subsection (de) below; but in any case, such Completion Fee shall not be payable by Purchaser less than four (4) Business Days after Purchaser’s election to purchase hereunder. Except as otherwise provided in Section 4, and subject to Purchaser’s right of set-off set forth in Section 12, any Completion Fee owed by Purchaser with respect to a Participation Certificate shall be paid by Purchaser to Seller not later than the related Settlement Date. Notwithstanding any provision herein to the contrary, the Completion Fee shall not be owed by Purchaser to Seller if the related Takeout Commitment is not consummated. (b) For purposes of calculating that portion of of' the Completion Fee composed of the “"Net Carry Adjustment”", the Net Carry Adjustment shall be an amount (which may be a negative number) equal to (A) the product obtained by multiplying (i) the number of days in the period beginning on the Purchase Date to but not including the Settlement Date for the Related Mortgage Loans subject to a Participation Certificate and (ii) (A) the difference between (1i) the product of of' the rate of interest to be borne by such Related the related Mortgage Loans in the Mortgage Pool and the aggregate unpaid principal balance amount of such Related Mortgage Loans and (2ii) the daily application of the applicable Transaction Pass-Through Rate to the Initial Installment, Purchase Price; divided by (B) by 360. (c) If a Participation Certificate Mortgage Loan Pool is purchased by Purchaser in the month prior to the month in which the related Settlement Date occurs, (A) all interest which accrues on the Related related Mortgage Loans, on and after the Purchase Date, through the last day of the month prior to the month in which such Settlement Date occurs, shall be paid to Purchaser by Seller, as interim servicer, on a monthly basis on the earlier of (i) the second Business Day of the month following the month such interest accrued or (ii) the related Settlement Date and (B) all interest which accrues on the Related Mortgage Loans evidenced by in such Participation Certificate Mortgage Loan Pool on and after the first day of the month in which such Settlement Date occurs, through the day immediately prior to such Settlement Date, will be paid to Purchaser by Takeout Investor on such Settlement Date unless such Settlement Date occurs after the Cut-off Date of such month in which event Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. If a Participation Certificate Mortgage Loan Pool is purchased by Purchaser in the same month in which the related Settlement Date occurs, (A) all interest, if any, which accrues on the Related such Mortgage Loan(s) from the first day of such month to but not including the related Purchase Date shall be paid by Purchaser to Seller on such Settlement Date, and (B) all interest which accrues on such Related Mortgage Loan(s), on and after the Purchase Date to but not including the Settlement Date will be paid to Purchaser by Takeout Investor on the Settlement Date unless such Settlement Date occurs after the Cut-off Date or in a month in which interest has been prepaid by the Mortgagor in either of which events Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. For purposes of this paragraph all interest payments shall be deemed to accrue at the applicable rate set forth in the related Takeout Commitment. (d) It is understood by Seller and Purchaser that, if Seller requests and Purchaser agrees to pay the Completion Fee prior to the Settlement Date, the amount of such Completion Fee shall be adjusted as mutually agreed by Seller and Purchaser. (e) The Completion Fee relating to each Participation Certificate Mortgage Loan Pool is payable on the later earlier to occur of (x1) the date of receipt by Purchaser of the Takeout Purchase Trade Price, and (y2) the satisfaction by Seller of its obligations pursuant to this Agreement to effectuate the Takeout Commitment notwithstanding the exercise by Purchaser of any remedial election authorized herein.

Completion Fee. (a) With respect to each Participation Certificate Mortgage Loan Pool that Purchaser elects to purchase hereunder, Purchaser Purchase shall pay to Seller a Completion Fee subject to the terms of this AgreementFee. The Completion Fee shall be payable by Purchaser as provided in subsection (de) below; but in any case, such Completion Fee shall not be payable by Purchaser less than four (4) Business Days after Purchaser’s election to purchase hereunder. Except as otherwise provided in Section 4, and subject to Purchaser’s right of set-off set forth in Section 12, any Completion Fee owed by Purchaser with respect to a Participation Certificate shall be paid by Purchaser to Seller not later than the related Settlement Date. Notwithstanding any provision herein to the contrary, the Completion Fee shall not be owed by Purchaser to Seller if the related Takeout Commitment is not consummated. (b) For purposes of calculating that portion of the Completion Fee composed of the “"Net Carry Adjustment”", the Net Carry Adjustment shall be an amount (which may be a negative number) equal to (A) the product obtained by multiplying (i) the number of days in the period beginning on the Purchase Date to but not including the Settlement Date for the Related Mortgage Loans subject to a Participation Certificate and (ii) (A) the difference between (1i) the product of the rate of interest to be borne by such Related the related Mortgage Loans in the Mortgage Pool and the aggregate unpaid principal balance amount of such Related Mortgage Loans and (2ii) the daily application of the applicable Transaction Pass-Through Rate to the Initial Installment, divided Purchase Price (B) divided by 360. (c) If a Participation Certificate Mortgage Loan Pool is purchased by Purchaser in the month prior to the month in which the related Settlement Date occurs, (A) all interest which accrues on the Related related Mortgage Loans, on and after the Purchase Date, through the last day of the month prior to the month in which such Settlement Date occurs, shall be paid to Purchaser by Seller, as interim servicer, on a monthly basis on the earlier of (i) the second Business Day of the month following the month such interest accrued or (ii) the related Settlement Date and (B) all interest which accrues on the Related Mortgage Loans evidenced by in such Participation Certificate Mortgage Loan Pool on and after the first day of the month in which such Settlement Date occurs, through the day immediately prior to such Settlement Date, will be paid to Purchaser by Takeout Investor on such Settlement Date unless such Settlement Date occurs after the Cut-off Date of such month in which event Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. If a Participation Certificate Mortgage Loan Pool is purchased by Purchaser in the same month in which the related Settlement Date occurs, (A) all interest, if any, which accrues on the Related such Mortgage Loan(s) from the first day of such month to but not including the related Purchase Date shall be paid by Purchaser to Seller on such Settlement Date, and (B) all interest which accrues on such Related Mortgage Loan(s), on and after the Purchase Date to but not including the Settlement Date will be paid to Purchaser by Takeout Investor on the Settlement Date unless such Settlement Date occurs after the Cut-off Date or in a month in which interest has been prepaid by the Mortgagor in either of which events Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. For purposes of this paragraph all interest payments shall be deemed to accrue at the applicable rate set forth in the related Takeout Commitment. (d) The Completion Fee relating to each Participation Certificate is payable on the later to occur of (x) the date of receipt by Purchaser of the Takeout Purchase Price, and (y) the satisfaction by Seller of its obligations pursuant to this Agreement to effectuate the Takeout Commitment notwithstanding the exercise by Purchaser of any remedial election authorized herein.to

Completion Fee. (a) With respect to each Participation Certificate Mortgage Loan Pool that Purchaser elects to purchase hereunder, Purchaser Purchase shall pay to Seller a Completion Fee subject to the terms of this AgreementFee. The Completion Fee shall be payable by Purchaser as provided in subsection (de) below; but in any case, such Completion Fee shall not be payable by Purchaser less than four (4) Business Days after Purchaser’s election to purchase hereunder. Except as otherwise provided in Section 4, and subject to Purchaser’s right of set-off set forth in Section 12, any Completion Fee owed by Purchaser with respect to a Participation Certificate shall be paid by Purchaser to Seller not later than the related Settlement Date. Notwithstanding any provision herein to the contrary, the Completion Fee shall not be owed by Purchaser to Seller if the related Takeout Commitment is not consummated. (b) For purposes of calculating that portion of the Completion Fee composed of the “"Net Carry Adjustment”", the Net Carry Adjustment shall be an amount (which may be a negative number) equal to (A) the product obtained by multiplying (i) the number of days in the period beginning on the Purchase Date to but not including the Settlement Date for the Related Mortgage Loans subject to a Participation Certificate and (ii) (A) the difference between (1i) the product of the rate of interest to be borne by such Related the related Mortgage Loans in the Mortgage Pool and the aggregate unpaid principal balance amount of such Related Mortgage Loans and (2ii) the daily application of the applicable Transaction Pass-Through Rate to the Initial Installment, divided Purchase Price (B) divided by 360. (c) If a Participation Certificate Mortgage Loan Pool is purchased by Purchaser in the month prior to the month in which the related Settlement Date occurs, (A) all interest which accrues on the Related related Mortgage Loans, on and after the Purchase Date, through the last day of the month prior to the month in which such Settlement Date occurs, shall be paid to Purchaser by Seller, as interim servicer, on a monthly basis on the earlier of (i) the second Business Day of the month following the month such interest accrued or (ii) the related Settlement Date and (B) all interest which accrues on the Related Mortgage Loans evidenced by in such Participation Certificate Mortgage Loan Pool on and after the first day of the month in which such Settlement Date occurs, through the day immediately prior to such Settlement Date, will be paid to Purchaser by Takeout Investor on such Settlement Date unless such Settlement Date occurs after the Cut-off Date of such month in which event Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. If a Participation Certificate Mortgage Loan Pool is purchased by Purchaser in the same month in which the related Settlement Date occurs, (A) all interest, if any, which accrues on the Related such Mortgage Loan(s) from the first day of such month to but not including the related Purchase Date shall be paid by Purchaser to Seller on such Settlement Date, and (B) all interest which accrues on such Related Mortgage Loan(s), on and after the Purchase Date to but not including the Settlement Date will be paid to Purchaser by Takeout Investor on the Settlement Date unless such Settlement Date occurs after the Cut-off Date or in a month in which interest has been prepaid by the Mortgagor in either of which events Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. For purposes of this paragraph all interest payments shall be deemed to accrue at the applicable rate set forth in the related Takeout Commitment. (d) It is understood by Seller and Purchaser that, if Seller requests and Purchaser agrees to pay the Completion Fee prior to the Settlement Date, the amount of such Completion Fee shall be adjusted as mutually agreed by Seller and Purchaser. (e) The Completion Fee relating to each Participation Certificate Mortgage Loan Pool is payable on the later earlier to occur of (x1) the date of receipt by Purchaser of the Takeout Purchase Price, Trade Price and (y2) the satisfaction by Seller of its obligations pursuant to this Agreement to effectuate the Takeout Commitment notwithstanding the exercise by Purchaser of any remedial election authorized herein.

Completion Fee. (a) With respect to each Participation Certificate Mortgage Loan Pool that a Purchaser elects to purchase hereunder, such Purchaser shall pay to the related Seller a the Completion Fee subject to the terms of this Agreement. The Completion Fee shall be payable by such Purchaser as provided in subsection (dc) below; but in any case, such Completion Fee shall not be payable by Purchaser less than four (4) Business Days after Purchaser’s election to purchase hereunder. Except as otherwise provided in Section 4, and subject to Purchaser’s right of set-off set forth in Section 12, any Completion Fee owed by Purchaser with respect to a Participation Certificate shall be paid by Purchaser to Seller not later than the related Settlement Date. Notwithstanding any provision herein to the contrary, the Completion Fee shall not be owed by Purchaser to Seller if the related Takeout Commitment is not consummated. (b) For purposes of calculating that portion of the Completion Fee composed of the “Net Carry Adjustment”, the Net Carry Adjustment shall be an amount (which may be a negative number) equal to the product obtained by multiplying (i) the number of days in the period beginning on the Purchase Date to but not including the Settlement Date for the Related Mortgage Loans subject to a Participation Certificate and (ii) (A) the difference between (1) the product of the rate of interest to be borne by such Related Mortgage Loans and the aggregate unpaid principal balance of such Related Mortgage Loans and (2) the daily application of the applicable Transaction Rate to the Initial Installment, divided (B) by 360. (c) If a Participation Certificate Mortgage Loan Pool is purchased by a Purchaser in the month prior to the month in which the related Settlement Date occurs, (A) all interest which accrues on the Related related Mortgage Loans, on and after the Purchase Date, through the last day of the any month prior to the month in which such Settlement Date occurs, and all other collections thereon, shall be paid to such Purchaser by Sellerthe Servicer, as interim servicer, on a monthly basis on the earlier of (i) the second Business Day of the month following the month such interest accrued or (ii) the related Settlement Date and (B) all interest which accrues on the Related Mortgage Loans evidenced by in such Participation Certificate Mortgage Loan Pool on and after the first day of the month in which such Settlement Date occurs, through the day immediately prior to such Settlement Date, and all other collections thereon, will be paid to such Purchaser by Takeout Investor on such Settlement Date unless such Settlement Date occurs after the Cut-off Date of such month in which event SellerServicer, as interim servicer, shall pay such amount to such Purchaser on such Settlement Date. If a Participation Certificate Mortgage Loan Pool is purchased by such Purchaser in the same month in which the related Settlement Date occurs, (A) all interest, if any, which accrues on the Related such Mortgage Loan(s) from the first day of such month to but not including the related Purchase Date shall be paid by such Purchaser to the related Seller on such Settlement Date, and (B) all interest which accrues on such Related Mortgage Loan(s), on and after the Purchase Date to but not including the Settlement Date will be paid to such Purchaser by Takeout Investor on the Settlement Date unless such Settlement Date occurs after the Cut-off Date or in a month in which interest has been prepaid by the Mortgagor in either of which events Sellerthe Servicer, as interim servicer, shall pay such amount to such Purchaser on such Settlement Date. For purposes of this paragraph all interest payments shall be deemed to accrue at the applicable rate set forth in the related Takeout Commitment. (dc) The Except as provided in Section 4(d), the Completion Fee relating to each Participation Certificate Mortgage Loan Pool is payable on the later to occur of (x) the date of receipt by the related Purchaser of the Takeout Purchase PriceProceeds, provided that to the extent such Takeout Proceeds are not received on or before the Cure Date, the Purchasers shall have no obligation to pay the Completion Fee with respect to the related Mortgage Loan Pool. (d) Notwithstanding the generality of the foregoing, upon acceptance and execution by the related Purchaser of a Settlement Modification Letter, such Purchaser shall recalculate the amount of the Completion Fee, if any, due to Seller using the new terms included in the Settlement Modification Letter. If such Settlement Modification Letter results in the related Settlement Date (the "New Settlement Date") occurring after the related Cure Date, the Completion Fee shall be payable to the related Seller, not later than 3:00 p.m. on the next Business Day after Takeout Investor's purchase of the related Mortgage Loans as evidenced by such Purchaser's receipt of the Takeout Proceeds on the New Settlement Date of the amount of such recalculated Completion Fee. The payment of the Completion Fee shall be expressly contingent on the related Seller satisfying its obligations hereunder prior to the New Settlement Date. In the event that the related Seller has not satisfied such obligations prior to the New Settlement Date, the recalculated Completion Fee shall not be payable. In no event shall the Cure Date be modified or extended. (e) The Purchasers shall retain the Sellers to act as their agents with respect to the administrative actions necessary to consummate the Takeout Commitment of the Mortgage Loans by the related Takeout Investors. In connection therewith, and (y) except to the satisfaction extent otherwise superseded by Seller the provisions of its this Agreement, the Sellers, in such role, shall continue to perform all of their duties and obligations to the Takeout Investors under the Takeout Commitments and otherwise, with respect to the Mortgage Loans purchased by the Purchasers hereunder, as if such Mortgage Loans were still owned by the Sellers and sold directly by the Sellers to the Takeout Investors without the intervening ownership of the Purchasers pursuant to this Agreement Agreement. Without limiting the generality of the foregoing, the Sellers shall timely assemble all records and documents concerning the Mortgage Loans as required by the related Takeout Commitments, together with all other documents and information that has been required or requested by the related Takeout Investor. In consideration of performing such functions, the Sellers shall be entitled to effectuate receive the Takeout Commitment notwithstanding Completion Fees, at the exercise by Purchaser of any remedial election authorized hereintimes and under the terms as specified in this Agreement.

Completion Fee. (a) With respect to each Participation Certificate Mortgage Loan Pool that Purchaser elects to purchase hereunder, Purchaser shall pay to Seller a Completion Fee subject to the terms of this Agreement. The Completion Fee shall be payable by Purchaser as provided in subsection (d) below; but in any case, such Completion Fee shall not be payable by Purchaser less than four (4) Business Days after Purchaser’s election to purchase hereunder. Except as otherwise provided in Section 4, and subject to Purchaser’s right of set-off set forth in Section 12, any Completion Fee owed by Purchaser with respect to a Participation Certificate shall be paid by Purchaser to Seller not later than the related Settlement Date. Notwithstanding any provision herein to the contrary, the Completion Fee shall not be owed by Purchaser to Seller if the related Takeout Commitment is not consummated. (b) For purposes of calculating that portion of the Completion Fee composed of the “"Net Carry Adjustment”", the Net Carry Adjustment shall be an amount (which may be a negative number) equal to (A) the product obtained by multiplying (i) the number of days in the period beginning on the Purchase Date to but not including the Settlement Date for the Related Mortgage Loans subject to a Participation Certificate and (ii) (A) the difference between (1i) the product of the rate of interest to be borne by such Related the related Mortgage Loans in the Mortgage Pool and the aggregate unpaid principal balance amount of such Related Mortgage Loans and (2ii) the daily application of the applicable Transaction Pass-Through Rate to the Initial Installment, Purchase Price; divided by (B) by 360. (c) If a Participation Certificate Mortgage Loan Pool is purchased by Purchaser in the month prior to the month in which the related Settlement Date occurs, (A) all interest which accrues on the Related related Mortgage Loans, on and after the Purchase Date, through the last day of the any month prior to the month in which such Settlement Date occurs, shall be paid to Purchaser by Seller, as interim servicer, on a monthly basis on the earlier of (i) the second Business Day of the month following the month such interest accrued or (ii) the related Settlement Date and (B) all interest which accrues on the Related Mortgage Loans evidenced by in such Participation Certificate Mortgage Loan Pool on and after the first day of the month in which such Settlement Date occurs, through the day immediately prior to such Settlement Date, will be paid to Purchaser by Takeout Investor on such Settlement Date unless such Settlement Date occurs after the Cut-off Date of such month in which event Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. If a Participation Certificate Mortgage Loan Pool is purchased by Purchaser in the same month in which the related Settlement Date occurs, (A) all interest, if any, which accrues on the Related such Mortgage Loan(s) from the first day of such month to but not including the related Purchase Date shall be paid by Purchaser to Seller on such Settlement Date, and (B) all interest which accrues on such Related Mortgage Loan(s), on and after the Purchase Date to but not including the Settlement Date will be paid to Purchaser by Takeout Investor on the Settlement Date unless such Settlement Date occurs after the Cut-off Date or in a month in which interest has been prepaid by the Mortgagor in either of which events Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. For purposes of this paragraph all interest payments shall be deemed to accrue at the applicable rate set forth in the related Takeout Commitment. (d) The Completion Fee relating to each Participation Certificate Mortgage Loan Pool is payable on the later to occur of (x) the date of receipt by Purchaser of the Takeout Purchase Trade Price, and (y) the satisfaction by Seller of its obligations pursuant to this Agreement to effectuate the Takeout Commitment notwithstanding the exercise by Purchaser of any remedial election authorized herein.

Completion Fee. (a) With respect to each Participation Certificate that Purchaser elects to purchase hereunder, Purchaser shall pay to the Seller a Completion Fee subject to the terms of this AgreementFee. The Completion Fee shall be payable by Purchaser as provided in subsection (de) below; but in any case, such Completion Fee shall not be payable by the Purchaser less than four (4) Business Days business days after the Purchaser’s 's election to purchase hereunder. Except as otherwise provided in Section 4, and subject to Purchaser’s right of set-off set forth in Section 12, any Completion Fee owed by Purchaser with respect to a Participation Certificate shall be paid by Purchaser to Seller not later than the related Settlement Date. Notwithstanding any provision herein to the contrary, the Completion Fee shall not be owed by Purchaser to Seller if the related Takeout Commitment is not consummated. (b) For purposes of calculating that portion of the Completion Fee composed of the “"Net Carry Adjustment”", the Net Carry Adjustment shall be an amount (which may be a negative number) equal to (A) the product obtained by multiplying (i) the number of days in the period beginning on the Purchase Date to but not including the Settlement Date for the Related Mortgage Loans subject to a Participation Certificate related Security and (ii) (A) the difference between (1i) the product of the rate of interest to be borne by such Related Mortgage Loans the related Security and the aggregate unpaid principal balance amount of such Related the Mortgage Loans evidenced by a Participation Certificate and (2ii) the daily application of the applicable Transaction Rate to the Initial Installment, divided Installment (B) divided by 360. (c) if a Participation Certificate is purchased by Purchaser after the first day of the month in which the Settlement Date occurs, Purchaser shall also pay to Seller on the date of Receipt by Purchaser of the Security backed by the related Mortgage Loans an amount equal to the accrued interest on the related Security at the rate specified in the related Takeout Commitment from the first day of such month to and including the day immediately preceding the date Purchaser purchased such Participation Certificate. If a Participation Certificate is purchased Purchased by Purchaser in the month prior to the month in which the related Settlement Date occurs, (A) the Completion Fee shall be reduced by an amount equal to all interest payments which accrues accrue on such Participation Certificate during the Related Mortgage Loans, on period from the date of purchase of such Participation Certificate through and after the Purchase Date, through including the last day of the month prior to the month in which such Settlement Date occurs, shall be paid to Purchaser by Seller, as interim servicer, on a monthly basis on the earlier of (i) the second Business Day of the month following the month such interest accrued or (ii) the related Settlement Date and (B) all interest which accrues on the Related Mortgage Loans evidenced by such Participation Certificate on and after the first day of the month in which such Settlement Date occurs, through the day immediately prior to such Settlement Date, will be paid to Purchaser by Takeout Investor on such Settlement Date unless such Settlement Date occurs after the Cut-off Date of such month in which event Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. If a Participation Certificate is purchased by Purchaser in the same month in which the related Settlement Date occurs, (A) all interest, if any, which accrues on the Related Mortgage Loan(s) from the first day of such month to but not including the related Purchase Date shall be paid by Purchaser to Seller on such Settlement Date, and (B) all interest which accrues on such Related Mortgage Loan(s), on and after the Purchase Date to but not including the Settlement Date will be paid to Purchaser by Takeout Investor on the Settlement Date unless such Settlement Date occurs after the Cut-off Date or in a month in which interest has been prepaid by the Mortgagor in either of which events Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. For purposes of this paragraph all interest payments shall be deemed to accrue at the applicable rate set forth in the related Takeout Commitment. (d) It is understood by Seller and Purchaser that, if Seller requests and Purchaser agrees to pay the Completion Fee prior to the Settlement Date of the related Security, the amount of such Completion Fee shall be adjusted as mutually agreed by Seller and Purchaser. (e) The Completion Fee relating to each Participation Certificate is payable on the later earlier to occur of (x1) the date of receipt by Purchaser of the Takeout Purchase Price, Trade Price and (y2) the satisfaction by Seller of its obligations pursuant to this Agreement to effectuate the Takeout Commitment notwithstanding the exercise by Purchaser of any remedial election authorized herein.

Completion Fee. (a) With respect to each Participation Certificate Mortgage Loan Pool that Purchaser elects to purchase hereunder, Purchaser shall pay to the related Seller a Completion Fee subject to the terms of this Agreement. The Completion Fee shall be payable by Purchaser as provided in subsection (d) below; but in any case, such Completion Fee shall not be payable by Purchaser less than four (4) Business Days after Purchaser’s election to purchase hereunder. Except as otherwise provided in Section 4, and subject to Purchaser’s right of set-off set forth in Section 12, any Completion Fee owed by Purchaser with respect to a Participation Certificate shall be paid by Purchaser to Seller not later than the related Settlement Date. Notwithstanding any provision herein to the contrary, the Completion Fee shall not be owed by Purchaser to Seller if the related Takeout Commitment is not consummated. (b) For purposes of calculating that portion of the Completion Fee composed of the “"Net Carry Adjustment”", the Net Carry Adjustment shall be an amount (which may be a negative number) equal to (A) the product obtained by multiplying (i) the number of days in the period beginning on the Purchase Date to but not including the Settlement Date for the Related Mortgage Loans subject to a Participation Certificate and (ii) (A) the difference between (1i) the product of the rate of interest to be borne by such Related the related Mortgage Loans in the Mortgage Pool and the aggregate unpaid principal balance amount of such Related Mortgage Loans and (2ii) the daily application of the applicable Transaction Pass-Through Rate to the Initial Installment, Purchase Price; divided by (B) by 360. (c) If a Participation Certificate Mortgage Loan Pool is purchased by Purchaser in the month prior to the month in which the related Settlement Date occurs, (A) all interest which accrues on the Related related Mortgage Loans, on and after the Purchase Date, through the last day of the any month prior to the month in which such Settlement Date occurs, shall be paid to Purchaser by the related Seller, as interim servicer, on a monthly basis on the earlier of (i) the second Business Day of the month following the month such interest accrued or (ii) the related Settlement Date and (B) all interest which accrues on the Related Mortgage Loans evidenced by in such Participation Certificate Mortgage Loan Pool on and after the first day of the month in which such Settlement Date occurs, through the day immediately prior to such Settlement Date, will be paid to Purchaser by Takeout Investor on such Settlement Date unless such Settlement Date occurs after the Cut-off Date of such month in which event the related Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. If a Participation Certificate Mortgage Loan Pool is purchased by Purchaser in the same month in which the related Settlement Date occurs, (A) all interest, if any, which accrues on the Related such Mortgage Loan(s) from the first day of such month to but not including the related Purchase Date shall be paid by Purchaser to the related Seller on such Settlement Date, and (B) all interest which accrues on such Related Mortgage Loan(s), on and after the Purchase Date to but not including the Settlement Date will be paid to Purchaser by Takeout Investor on the Settlement Date unless such Settlement Date occurs after the Cut-off Date or in a month in which interest has been prepaid by the Mortgagor in either of which events the related Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. For purposes of this paragraph all interest payments shall be deemed to accrue at the applicable rate set forth in the related Takeout Commitment. (d) The Completion Fee relating to each Participation Certificate Mortgage Loan Pool is payable on the later to occur of (x) the date of receipt by Purchaser of the Takeout Purchase Trade Price, and (y) provided that to the satisfaction by Seller of its obligations pursuant extent such Trade Price is not received on or before the Cure Date, the Purchaser shall have no obligation to this Agreement to effectuate pay the Takeout Commitment notwithstanding the exercise by Purchaser of any remedial election authorized hereinCompletion Fee.

Completion Fee. (a) With respect to each Participation Certificate Mortgage Loan Pool that Purchaser elects to purchase hereunder, Purchaser shall pay to Seller a Completion Fee subject to the terms of this AgreementFee. The Completion Fee shall be payable by Purchaser as provided in subsection (de) below; but in any case, such Completion Fee shall not be payable by Purchaser less than four (4) Business Days after Purchaser’s election to purchase hereunder. Except as otherwise provided in Section 4, and subject to Purchaser’s right of set-off set forth in Section 12, any Completion Fee owed by Purchaser with respect to a Participation Certificate shall be paid by Purchaser to Seller not later than the related Settlement Date. Notwithstanding any provision herein to the contrary, the Completion Fee shall not be owed by Purchaser to Seller if the related Takeout Commitment is not consummated. (b) For purposes of calculating that portion of the Completion Fee composed of the “"Net Carry Adjustment”", the Net Carry Adjustment shall be an amount (which may be a negative number) equal to (A) the product obtained by multiplying (i) the number of days in the period beginning on the Purchase Date to but not including the Settlement Date for the Related Mortgage Loans subject to a Participation Certificate and (ii) (A) the difference between (1i) the product of the rate of interest to be borne by such Related the related Mortgage Loans in the Mortgage Pool and the aggregate unpaid principal balance amount of such Related Mortgage Loans and (2ii) the daily application of the applicable Transaction Pass-Through Rate to the Initial Installment, Purchase Price; divided by (B) by 360. (ci) If a Participation Certificate Mortgage Loan Pool is purchased by Purchaser in the month prior to the month in which the related Settlement Date occurs, (A) all interest which accrues on the Related related Mortgage Loans, on and after the Purchase Date, through the last day of the month prior to the month in which such Settlement Date occurs, shall be paid to Purchaser by Seller, as interim servicer, on a monthly basis on the earlier of (i) the second Business Day of the month following the month such interest accrued or (ii) the related Settlement Date and (B) all interest which accrues on the Related Mortgage Loans evidenced by in such Participation Certificate Mortgage Loan Pool on and after the first day of the month in which such Settlement Date occurs, through the day immediately prior to such Settlement Date, will be paid to Purchaser by Takeout Investor on such Settlement Date unless such Settlement Date occurs after the Cut-off Date of such month in which event Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. If a Participation Certificate Mortgage Loan Pool is purchased by Purchaser in the same month in which the related Settlement Date occurs, (A) all interest, if any, which accrues on the Related such Mortgage Loan(s) from the first day of such month to but not including the related Purchase Date shall be paid by Purchaser to Seller on such Settlement Date, and (B) all interest which accrues on such Related Mortgage Loan(s), on and after the Purchase Date to but not including the Settlement Date will be paid to Purchaser by Takeout Investor on the Settlement Date unless such Settlement Date occurs after the Cut-off Date or in a month in which interest has been prepaid by the Mortgagor in either of which events Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. For purposes of this paragraph all interest payments shall be deemed to accrue at the applicable rate set forth in the related Takeout Commitment. (ii) In circumstances where a Mortgage Loan is not purchased by the Takeout Investor on or before the Settlement Date, in the event Purchaser elects not to declare a default hereunder, Purchaser may adjust and reduce the Completion Fee as specified by Purchaser in the Confirmation. Notwithstanding the preceding sentence, Purchaser is under no obligation to waive any default or forebear from exercising its remedies hereunder and one waiver or forebearance shall not constitute evidence of any pattern or create any obligation by Purchaser to waive or forebear in the future. (d) It is understood by Seller and Purchaser that, if Seller requests and Purchaser agrees to pay the Completion Fee prior to the Settlement Date, the amount of such Completion Fee shall be adjusted as mutually agreed by Seller and Purchaser. (e) The Completion Fee relating to each Participation Certificate Mortgage Loan Pool is payable on the later earlier to occur of (x1) the date of receipt by Purchaser of the Takeout Purchase Trade Price, and (y2) the satisfaction by Seller of its obligations pursuant to this Agreement to effectuate the Takeout Commitment notwithstanding the exercise by Purchaser of any remedial election authorized herein.

Completion Fee. (a) With respect to each Participation Certificate that Purchaser elects to purchase hereunder, Purchaser shall pay to the Seller a Completion Fee subject to the terms of this AgreementFee. The Completion Fee shall be payable by Purchaser as provided in subsection (de) below; but in any case, such Completion Fee shall not be payable by the Purchaser less than four (4) Business Days business days after the Purchaser’s 's election to purchase hereunder. Except as otherwise provided in Section 4, and subject to Purchaser’s right of set-off set forth in Section 12, any Completion Fee owed by Purchaser with respect to a Participation Certificate shall be paid by Purchaser to Seller not later than the related Settlement Date. Notwithstanding any provision herein to the contrary, the Completion Fee shall not be owed by Purchaser to Seller if the related Takeout Commitment is not consummated. (b) For purposes of calculating that portion of the Completion Fee composed of the “"Net Carry Adjustment”", the Net Carry Adjustment shall be an amount (which may be a negative number) equal to (A) the product obtained by multiplying (i) the number of days in the period beginning on the Purchase Date to but not including the Settlement Date for the Related Mortgage Loans subject to a Participation Certificate related Security and (ii) (A) the difference between (1i) the product of the rate of interest to be borne by such Related Mortgage Loans the related Security and the aggregate unpaid principal balance amount of such Related the Mortgage Loans evidenced by a Participation Certificate and (2ii) the daily application of the applicable Transaction Rate to the Initial Installment, divided Installment (B) divided by 360. (c) If a Participation Certificate is purchased by Purchaser after the first day of the month in which the Settlement Date occurs, Purchaser shall also pay to Seller on the date of Receipt by Purchaser of the Security backed by the related Mortgage Loans an amount equal to the accrued interest on the related Security at the rate specified in the related Takeout Commitment from the first day of such month to and including the day immediately preceding the date Purchaser purchased such Participation Certificate. If a Participation Certificate is Purchased by Purchaser in the month prior to the month in which the related Settlement Date occurs, (A) the Completion Fee shall be reduced by an amount equal to all interest payments which accrues accrue on such Participation Certificate during the Related Mortgage Loans, on period from the date of purchase of such Participation Certificate through and after the Purchase Date, through including the last day of the month prior to the month in which such Settlement Date occursDate (d) It is understood by Seller and Purchaser that, shall be paid if Seller requests and Purchaser agrees to Purchaser by Seller, as interim servicer, on a monthly basis on pay the earlier of (i) the second Business Day of the month following the month such interest accrued or (ii) the related Settlement Date and (B) all interest which accrues on the Related Mortgage Loans evidenced by such Participation Certificate on and after the first day of the month in which such Settlement Date occurs, through the day immediately Completion Fee prior to such Settlement Date, will be paid to Purchaser by Takeout Investor on such Settlement Date unless such Settlement Date occurs after the Cut-off Date of such month in which event Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. If a Participation Certificate is purchased by Purchaser in the same month in which the related Settlement Date occurs, (A) all interest, if any, which accrues on the Related Mortgage Loan(s) from the first day of such month to but not including the related Purchase Date shall be paid by Purchaser to Seller on such Settlement Date, and (B) all interest which accrues on such Related Mortgage Loan(s), on and after the Purchase Date to but not including the Settlement Date will be paid to Purchaser by Takeout Investor on of the Settlement Date unless related Security, the amount of such Settlement Date occurs after the Cut-off Date or in a month in which interest has been prepaid by the Mortgagor in either of which events Seller, as interim servicer, shall pay such amount to Purchaser on such Settlement Date. For purposes of this paragraph all interest payments Completion Fee shall be deemed to accrue at the applicable rate set forth in the related Takeout Commitmentadjusted as mutually agreed by Seller and Purchaser. (de) The Completion Fee relating to each Participation Certificate is payable on the later earlier to occur of (x1) the date of receipt by Purchaser of the Takeout Purchase Price, Trade Price and (y2) the satisfaction by Seller of its obligations pursuant to this Agreement to effectuate the Takeout Commitment notwithstanding the exercise by Purchaser of any remedial election authorized herein.